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In the high-fantasy landscape of the 1980s, one film stands as a unique bridge between two eras of filmmaking. It arrived after the practical wizardry of The Dark Crystal and just before the digital revolution it would help ignite. That film is Willow.
Conceived by George Lucas, the mind behind Star Wars, and directed by Ron Howard, the beloved actor-turned-director, Willow was a heartfelt epic of the small and the mighty. It told the story of Willow Ufgood, a gentle farmer from the “Nelwyn” (little people) community, who is thrust into a perilous quest to protect a prophesied baby from an evil sorceress. He is a hero not of strength, but of courage, aided by a disgraced scoundrel of a swordsman named Madmartigan.
While the film was a modest success upon release, its legacy has grown for decades, becoming a cherished cult classic. But the real magic, as is so often the case, happened behind the camera. The making of Willow was a quest all its own, filled with groundbreaking technology, legendary inside jokes, and a cast that would define high fantasy for a generation. From a pre-Star Wars dream to an effect that would change cinema forever, we’re pulling back the curtain on the 10 most magical facts about the making of Willow.
1. The “Willow” Story Was George Lucas’s Original Fantasy, Pre-Star Wars
Long before the world ever heard of “the Force” or a galaxy far, far away, George Lucas was dreaming of a different kind of hero. As far back as 1972, Lucas had conceived the core idea for Willow, which he originally titled “Munchkins.” It was his own personal answer to J.R.R. Tolkien’s The Hobbit—a story he wanted to tell for his children, centered on the classic mythological theme of a “little” person being the only one who could save the world.
But in the early ’70s, the visual effects technology he needed to bring this world to life simply did not exist, at least not at a cost he could afford. So, he put the idea on a shelf and turned his attention to a more achievable, albeit smaller, sci-fi project: Star Wars.
After Star Wars and Indiana Jones rewrote the rules of blockbuster filmmaking, Lucas had the clout, the money, and the effects house (Industrial Light & Magic) to finally make his passion project. He approached Ron Howard with the idea while Howard was directing Cocoon in 1985. Willow wasn’t a cash-in on the fantasy craze; it was the original dream that Lucas had to wait a decade to finally realize.
2. The Part Was Written for an Ewok: The Rise of Warwick Davis
The story of Willow is inseparable from the story of its star, Warwick Davis. The two are magically intertwined. George Lucas first met an 11-year-old Davis on the set of Return of the Jedi. Davis had been cast as an background Ewok, but when the original actor for the main Ewok, Wicket, fell ill, Davis stepped into the role. Lucas was so impressed by his performance, his spirit, and his ability to convey emotion through a heavy, furry suit that he never forgot him.
When Lucas finally dusted off his Willow script years later, he did something unprecedented: he wrote the lead role of Willow Ufgood specifically for Warwick Davis. At the time, Davis was only 17.
This was a revolutionary act in Hollywood. Never before had an actor with dwarfism been given the lead, heroic, non-comedic role in a major fantasy blockbuster. He wasn’t a sidekick or a creature; he was the heart, soul, and moral center of the entire film. The pressure on the young actor was immense, but he delivered a performance of warmth, courage, and relatable fear that carried the entire epic on his small-but-mighty shoulders.
3. “I Am the Greatest Swordsman…”: Val Kilmer’s Legendary Improvisation
While Warwick Davis was the heart, Val Kilmer was the film’s chaotic, swaggering soul. Cast as the roguish “Daicni” (tall person) Madmartigan, Kilmer was hot off the success of Top Gun and known for his intense, “method” style of acting. He dove into the role of the disgraced, self-proclaimed “greatest swordsman that ever lived” with total abandon.
This commitment led to some of the most iconic and memorable moments in the film, many of which were completely ad-libbed. When Madmartigan is stuck in a tiny crow’s cage, his rambling, self-aggrandizing speech to Willow was largely improvised by Kilmer.
His brilliant comedic timing is on full display in his interactions with Sorsha (Joanne Whalley, whom Kilmer would later marry). The entire “peck… bird… raven” routine, where he tries to woo her after being hit with a magic love potion, was a classic Kilmer invention. He didn’t just play the part of a scoundrel with a heart of gold; he inhabited it, elevating the character from a simple Han Solo archetype into a unique, hilarious, and unforgettable fantasy hero in his own right.
4. The Film’s Biggest Star Was Its Tiniest—and Most Difficult—One
The entire plot of Willow revolves around protecting a single, prophesied baby: Elora Danan. This meant the production had to find and work with a real baby for almost the entire shoot. As any filmmaker will tell you, this is a logistical nightmare. The quest for the real Elora Danan was almost as difficult as the one in the film.
They needed a baby under six months old who was not yet walking. After a wide search, they couldn’t find a suitable baby in the US or UK. The role eventually went to a set of six-month-old twins from New Zealand, Ruth and Kate Greenfield.
Because labor laws for infants are so strict (and because babies are, well, babies), a massive support system was built around them. An entire “baby wrangling” department was created. To get the crucial shots of Willow holding Elora Danan, the twins’ mother was often hidden just off-camera. For close-ups, a special car was built with a platform in the back, allowing her to lie down and hold her baby in Warwick Davis’s arms while remaining completely hidden from the lens. It was a Herculean effort to capture every perfect gurgle, smile, and cry.
5. The Two-Headed “Eborsisk” Was a Scaly Jab at Film Critics
One of the film’s most terrifying creatures is the “Eborsisk,” the massive, two-headed, fire-breathing monster that Madmartigan and Willow battle in the moat of Tir Asleen. It was a marvel of 1980s practical effects, a massive, complex animatronic puppet that required a team of operators to control its snapping jaws and flailing necks.
But the real magic is in its name. The crew at Industrial Light & Magic (ILM), known for their love of inside jokes, created the creature’s name as a playful, monstrous jab at the two most famous and powerful film critics of the day: Gene Siskel and Roger Ebert.
The name “Eborsisk” is a portmanteau of their last names: Ebert and Siskel. The monster has two heads, just like the two-man “thumbs up, thumbs down” review team of their At the Movies show. It was a clever, scaly tribute from the filmmakers to the two critics they knew would one day be judging their creation. Thankfully, Ebert, in particular, was a fan and gave the film a positive review.
6. Those Weren’t CGI “Trolls”—They Were Stuntmen in 60-Pound “Nightmare Suits”
Today, a creature as foul and inhuman as the “Trolls” that attack Willow and Madmartigan would be created entirely with computers. But in 1988, these were very real, and very terrifying, practical-effects monsters. They were not, however, stop-motion puppets; they were full-body suits worn by incredibly dedicated stunt performers.
To avoid the “rubber monster” look of B-movies, the ILM creature shop covered the suits in real goat fur (which was dyed gray) to give the creatures a matted, filthy, and disturbingly realistic texture.
These suits were an absolute nightmare to wear. They weighed over 60 pounds, were unbearably hot, and offered almost no visibility for the performers inside. The “melting” troll, seen after Elora Danan’s “magic” makes it disappear, was a separate, purpose-built puppet rigged to dissolve on camera. The grueling, physical reality of these suits is a huge part of why they remain so terrifying and believable, even decades later.
7. The “Tiny” Brownies Were Actually a Full-Sized Comedy Team
For the mischievous, six-inch-tall Brownies, the film’s most vocal and comedic sidekicks, the filmmakers needed a different kind of movie magic. While some scenes used forced perspective, the two main Brownies—the perpetually grumpy Rool and his excitable partner Franjean—were played by full-sized, well-known actors: Kevin Pollak and Rick Overton.
To achieve the effect, the two comedians were filmed entirely on a “bluescreen” set, completely separate from the main cast. They spent their days acting against blue walls and blue props, imagining they were talking to Willow and Madmartigan. This footage was then shrunk down (or “composited”) into the live-action plates with the other actors.
This technical choice had a brilliant side effect. By casting two veteran stand-up comics and letting them perform “together,” their dialogue and timing feel sharp, natural, and genuinely hilarious. They were, in essence, a classic comedy duo who just happened to be composited into a fantasy epic, creating some of the film’s most memorable and funny moments.
8. Forget ‘Terminator 2’—’Willow’ Invented the First Ever Digital Morph
This is, without a doubt, Willow‘s most important and magical contribution to film history. During the climax, the sorceress Fin Raziel must be returned to her human form. We see her transform from a goat, to an ostrich, to a peacock, to a tiger, and finally back to the actress. This seamless, fluid transformation had never been seen before.
At the time, the only way to do this was with a “cross-fade,” where one image slowly dissolves while another fades in. ILM’s visual effects wizards, led by Dennis Muren, knew this wouldn’t be magical enough. So, they invented a new computer program to do it.
They created the first-ever “morphing” technology. The program allowed them to scan 3D models of each animal and the actress, and then write an algorithm that would digitally transition the geometry of one model into the geometry of the next. It wasn’t a fade; it was a true digital transformation. This brand-new, groundbreaking technology, created specifically for Willow, was the direct ancestor of the liquid-metal T-1000 in Terminator 2 (1991) and every single morphing effect you’ve seen since.
9. ‘Willow’ Showcased New Zealand’s Magic Long Before ‘Lord of the Rings’
When you think of epic fantasy landscapes and New Zealand, your mind immediately goes to Peter Jackson’s The Lord of the Rings. But George Lucas and Ron Howard brought a major Hollywood blockbuster to those same magical vistas more than a decade earlier.
Searching for a location that felt otherworldly, epic, and untouched by the modern world, the production team scouted and fell in love with the landscapes around Queenstown, New Zealand.
The stunning, snow-capped mountain ranges that serve as the terrifying backdrop for Bavmorda’s Nockmaar fortress? That’s New Zealand. The rolling green hills and pristine lakes that Willow and Madmartigan journey across? That’s New Zealand. Willow was one of the very first major films to harness the country’s breathtaking natural beauty, proving it was the perfect real-world stand-in for a high-fantasy realm and paving the way for Middle-earth years later.
10. The Film Was a Massive Gamble for “Opie Taylor” as a Director
Today, Ron Howard is an Oscar-winning, A-list director with a resume full of massive hits. In 1987, however, he was still primarily known to the world as “Opie Taylor” from The Andy Griffith Show or “Richie Cunningham” from Happy Days. While he had directed successful films like Splash and Cocoon, those were contemporary comedies and light dramas.
Handing him a $35 million (a huge budget at the time) fantasy epic with groundbreaking effects, massive battle scenes, and complex world-building was a monumental risk. George Lucas, who knew what it was like to be an underestimated director, saw Howard’s potential and trusted him with his passion project.
Howard stepped up to the challenge, masterfully coordinating the logistics of a massive international production, pioneering new technology, and pulling heartfelt performances from his entire cast. Willow was his blockbuster audition, and he passed with flying colors. It proved he could handle spectacle on a grand scale, launching his career into the stratosphere of A-list directors.
Conclusion
Willow may not have shattered box office records like Star Wars, but its legacy is just as magical. It was a film of profound firsts: the first time an actor with dwarfism led a major fantasy film as the hero, the first time digital morphing was ever used, and one of the first times the world saw the epic beauty of New Zealand as a fantasy backdrop.
It was a perfect blend of old-school magic (gargantuan puppets, grueling suits, and on-location grit) and new-school wizardry (bluescreen composites and world-changing CGI). Willow is a true cult classic because it has what all great fantasy needs: not just magic, but a tremendous, undeniable heart.
Further Reading
For those who want to continue the adventure and learn more about the film and its creators, here are a few books to add to your quest:
- Willow: The Novel by Wayland Drew (based on George Lucas’s screenplay, this novelization expands on the lore, characters, and world in ways the film couldn’t).
- From Ewok to Hero: My Life in Science Fiction by Warwick Davis (Warwick Davis’s autobiography, which features extensive, heartfelt, and hilarious stories from his time on the set of Willow).
- The Cinema of George Lucas by Marcus Hearn (A comprehensive look at Lucas’s entire career as a producer and director, placing Willow in the proper context of his life’s work).
- Industrial Light & Magic: The Art of Special Effects by Thomas G. Smith (A fantastic, detailed look at the effects house that changed cinema, with sections on their groundbreaking work in the 1980s, including Willow).
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